Rivalry Corp. (the “
Company” or
“
Rivalry”) (TSXV: RVLY) (OTCQX: RVLCF) (FSE: 9VK),
the leading sportsbook and iGaming operator for Millennials and Gen
Z, today announced a non-brokered private placement offering of
convertible debentures ("
Convertible Debentures"),
and the closing of the first tranche of such offering for aggregate
gross proceeds of $14,000,000. The investment comprising this
initial closing came from an existing institutional shareholder.
All dollar figures are quoted in Canadian dollars.
Under the Offering, each Convertible Debenture
will consist of $1,000 principal amount of 10% senior secured
convertible debentures of the Company, maturing on November 14,
2027 (the "Maturity Date"). The outstanding
principal under the Convertible Debentures will be convertible at
the option of the holder, at any time prior to the close of
business on the last business day immediately preceding the
Maturity Date, into subordinate voting shares in the capital of the
Company ("Subordinate Voting Shares") at the
conversion price of $1.40 per Subordinate Voting Share (the
"Conversion Price").
“We are very pleased to receive the support of a
long-standing institutional shareholder of Rivalry with this
investment,” said Steven Salz, Co-founder and CEO, Rivalry.
“Rivalry’s unique product mix and position in the marketplace has
brought the business to the inflection point it’s reached today.
We're deeply confident in the underlying trends the business is
showing and maintain our expectation to achieve profitability in H1
2024.”
“Strengthening our balance sheet positions the
company to maximize the opportunity in front of us. The capital
will enable Rivalry to accelerate the development and release of
new products, expand marketing efforts, and extend into new
geographies and verticals, setting us on a path where we can pursue
growth and profitability at the same time,” Salz added.
Terms of the OfferingThe
Convertible Debentures will bear interest from the date of issue at
10.0% per annum, and will be payable in cash quarterly in arrears
on March 30, June 30 September 30 and December 30 of each year
(each, an “Interest Payment Date”) commencing
December 31, 2025 and will consist of interest accrued from and
including the date of issue to the initial Interest Payment Date.
Additional tranches of the non-brokered private placement offering
may close for aggregate gross proceeds of up to $27,500,000
(inclusive of the initial closing) (the
"Offering").
The Convertible Debentures will be senior
secured obligations of the Company, subject to certain exceptions,
and will be secured by all of the assets and property of the
Company, subject to certain permitted encumbrances, pursuant to a
general security agreement, and guaranteed by the Company’s
wholly-owned material subsidiaries, and such guarantee shall be
secured by a security agreement executed by such subsidiaries
granting a first priority security interest on all of their present
and after acquired personal property.
The net proceeds received by the Company are
expected to be used to fund general working capital and corporate
purposes.
The Convertible Debentures shall be offered and
sold (i) to investors in Canada on a private placement basis; (ii)
to institutional accredited investors in the United States pursuant
to available private placement exemptions; (iii) to investors
residing in jurisdictions outside of Canada and the United States,
in each case in accordance with all applicable laws; provided that
no prospectus, registration statement or similar document is
required to be filed in such foreign jurisdiction.
All securities issued in connection with the
Offering will be subject to a hold period of four months plus a day
from the date of issuance in accordance with applicable securities
legislation.
The securities issuable in connection with the
Offering have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities
Act") or any U.S. state securities laws and may not be
offered or sold in the United States absent registration or an
available exemption from the registration requirements of the U.S.
Securities Act and applicable U.S. state securities laws. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
securities referenced in this press release, in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
About RivalryRivalry Corp.
wholly owns and operates Rivalry Limited, a leading sport betting
and media company offering fully regulated online wagering on
esports, traditional sports, and casino for the next generation of
fans. Based in Toronto, Rivalry operates a global team in more than
20 countries and growing. Rivalry Limited has held an Isle of Man
license since 2018, considered one of the premier online gambling
jurisdictions. Rivalry also holds a sports bookmaker license in
Australia and an internet gaming registration in Ontario, and is
currently in the process of obtaining additional country licenses.
Rivalry’s sportsbook is built on a proprietary tech stack and
features a variety of originally developed products geared for
Millennial and Gen Z fans including Same Game Combos, an esports
parlay product, original casino games, and an interactive casino
platform, Casino.exe.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accept responsibility for the
adequacy or accuracy of this news release.
Company Contact:Steven Salz,
Co-founder & CEOss@rivalry.com416-565-4713
Investor Contact:Oakstrom
AdvisorsJeff Codispodiinvestors@rivalry.com
Media Contact:Cody Luongo, PR
& Communicationscody@rivalry.com203-947-1936
Cautionary Note Regarding
Forward-Looking Information and StatementsThis news
release contains certain forward-looking information within the
meaning of applicable Canadian securities laws (“forward-looking
statements”). All statements other than statements of present or
historical fact are forward-looking statements. Forward-looking
statements are often, but not always, identified by the use of
words such as “anticipate”, “achieve”, “could”, “believe”, “plan”,
“intend”, “objective”, “continuous”, “ongoing”, “estimate”,
“outlook”, “expect”, “project” and similar words, including
negatives thereof, suggesting future outcomes or that certain
events or conditions “may” or “will” occur. These statements are
only predictions.
Forward-looking statements are based on the
opinions and estimates of management of the Company at the date the
statements are made based on information then available to the
Company. Various factors and assumptions are applied in drawing
conclusions or making the forecasts or projections set out in
forward-looking statements. Forward-looking statements are subject
to and involve a number of known and unknown, variables, risks and
uncertainties, many of which are beyond the control of the Company,
which may cause the Company’s actual performance and results to
differ materially from any projections of future performance or
results expressed or implied by such forward-looking statements.
Such factors, among other things, include regulatory or political
change such as changes in applicable laws and regulations; the
ability to obtain and maintain required licenses; the esports and
sports betting industry being a heavily regulated industry; the
complex and evolving regulatory environment for the online gaming
and online gambling industry; the success of esports and other
betting products are not guaranteed; changes in public perception
of the esports and online gambling industry; failure to retain or
add customers; the Company having a limited operating history;
negative cash flow from operations; operational risks;
cybersecurity risks; reliance on management; reliance on third
parties and third-party networks; exchange rate risks; risks
related to cryptocurrency transactions; risk of intellectual
property infringement or invalid claims; the effect of capital
market conditions and other factors on capital availability;
competition, including from more established or better financed
competitors; and general economic, market and business conditions.
For additional risks, please see the Company’s annual information
form for the year ended December 31, 2022 and other disclosure
documents available on SEDAR+ at www.sedarplus.ca.
No assurance can be given that the expectations
reflected in forward-looking statements will prove to be correct.
Although the forward-looking statements contained in this news
release are based upon what management of the Company believes, or
believed at the time, to be reasonable assumptions, the Company
cannot assure shareholders that actual results will be consistent
with such forward-looking statements, as there may be other factors
that cause results not to be as anticipated, estimated or intended.
Readers should not place undue reliance on the forward-looking
statements and information contained in this news release. The
forward-looking information and forward-looking statements
contained in this press release are made as of the date of this
press release, and the Company does not undertake to update any
forward-looking information and/or forward-looking statements that
are contained or referenced herein, except in accordance with
applicable securities laws.
No stock exchange, securities commission or
other regulatory authority has approved or disapproved the
information contained herein.
Financial OutlookThis news
release contains a financial outlook within the meaning of
applicable Canadian securities laws. The financial outlook has been
prepared by management of the Company to provide an outlook for the
Company’s ability to generate sustainable net income prior to June
30, 2024 and may not be appropriate for any other purpose. The
financial outlook has been prepared based on a number of
assumptions including the assumptions discussed under the heading
“Cautionary Note Regarding Forward-Looking Information and
Statements”. The actual results of the Company’s operations for any
period will likely vary from the amounts set forth in these
projections and such variations may be material. The Company and
its management believe that the financial outlook has been prepared
on a reasonable basis. However, because this information is highly
subjective and subject to numerous risks, including the risks
discussed under the heading "Cautionary Note Regarding
Forward-Looking Information and Statements", it should not be
relied on as necessarily indicative of future results.
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED
STATES OR FOR DISSEMINATION TO U.S. NEWS WIRE SERVICES.
Source: Rivalry Corp.
Rivalry (TSXV:RVLY)
Historical Stock Chart
From Apr 2024 to May 2024
Rivalry (TSXV:RVLY)
Historical Stock Chart
From May 2023 to May 2024